Presence Of Mind
by Sonya Omun
Summary: Even after millions of stellar cycles, Soundwave should have known better than to let his guard down around Megatron. One-shot.


**Note:** Some corrections and minor alterations made 15th of June, 2012.

**PRESENCE OF MIND**

The lonely joors spent monitoring incoming data streams in the mostly empty command centre were Soundwave's most favoured duties.

Peace and quiet were hard to come by for a telepath living in close quarters with a throng of uncouth soldiers. Their pangs of trivial consciousness regarding allotted rations or repetitive assignments a nearly constant barrage on Soundwave's senses. Even the interims between refuel and recharge spent in his quarters were hardly a moment of respite for Soundwave, Ravage restlessly pawing at everything that moved- Soundwave's servos in particular- and Frenzy trying to pick a fight with Rumble, often successfully.

Megatron, Starscream, and a large contingency of soldiers were conducting another energon raid on a human facility, and with only a skeleton crew left behind to defend it, the corridors of the Nemesis were unusually tranquil. All the same, Soundwave found himself looking forward to the serenity of the command deck that he knew to be presently empty as he rode the gravlift up from the residential area.

_With Megs and Screamer gone, I can kick back and enjoy a few extra breems of recharge! The scanners are fully operational, there's no real need for me to be checking the live vid streams as well. _

The string of unguarded thoughts reached Soundwave unexpectedly from the adjacent hallway. Soundwave already knew who to expect when, deciding a small detour was acceptable, he rounded the corner.

_Oh, slag. Soundwave._

'Oh, hi. Soundwave,' the startled twitch of his servos was poorly concealed with an awkward wave.

'Thrust,' Soundwave intoned flatly, staring at the conehead who was failing miserably at pretending innocence.

_There's nothing going on here. Just don't think about it. No, **don't** think about it! He doesn't know. I mean, there's nothing to know. He doesn't know. _

Soundwave cocked his helm a fraction.

_He knows! He knows! He'll squeal to Megatron!_

Thrust began to fidget as Soundwave continued to observe silently, shifting his weight from pede to pede, optics roving across anything that wasn't the communications officer. Neither spoke. Soundwave allowed the silence between them to stretch, unaffected by it. He knew the thrum of paranoid apprehension that was growing exponentially in Thrust's processor would do the work for him.

'So, er, I'll just return to my post... then,' Thrust gestured vaguely, taking a step back with flicking wings.

'Suggested course of action: advisable,' Soundwave drawled, watching Thrust's back already retreating down the hall, leaving behind a tinge of resentment and his final thoughts.

_Aft-kisser. No surprise Megs' most trusted pet barely has more personality than a drone. _

Soundwave lingered for a klik before resuming his way. Trusted. He could not recall that word ever having been applied to him before he joined Megatron's fledgling army.

Soundwave usually took a moment to indulge in the sound of his footsteps travelling freely in the unperturbed air of the empty command centre, but today he strode straight to his work station upon entry, preoccupied by Thrust's departing sentiment.

Being a telepath, and a Decepticon one at that, trust had never been something granted to Soundwave. Initially, Megatron was no exception.

Megatron had been concurrently eager and mistrustful of having Soundwave join his ranks, recognising both an opportunity and possible liability in the stoic mech. The first tasks Soundwave had been assigned to were equipment maintenance and facilitatory upkeep. Menial tasks, but Soundwave refrained from pointing out the inefficient over-staffing that his allocation generated and pretended not to notice it was done solely to post him far away from Megatron and his higher ranking lieutenants.

Soundwave had been inevitably aware of Megatron's continuous distrust towards his telepathic abilities in those early days after he pledged his fealty to the Decepticon cause.

Given that distrust and, moreover; Megatron's tendency to respond to perceived slights and threats with violence, Soundwave had been uncertain whether or not to continue to feign ignorance when Megatron and Shockwave began working on processor-firewall root codes. These codes were meant to be written into Megatron's base programming to allow him to repel anyone seeking outside access to his processor. This had been decided when Soundwave's exemplary service couldn't be overlooked any longer and he steadily began ascending through the ranks. However, the complex arithmetical computations, and endless variables made the process of creating the codes arduously slow.

Their attempted-secret project had first included Starscream, but his inevitable quarrels with Megatron left him recuperating in the med-bay for so long that it was too much trouble to keep bringing him up to speed on new developments, and Megatron assigned him to other duties.

It became customary for Soundwave to attempt to circumnavigate Megatron whenever he spotted his leader's large frame in the distance. He justified it as self preservation, always being uncomfortably aware of Megatron's misgivings, and his natural proclivities on how to deal with the source of any uncertainties. The fact that avoiding the warlord eased the terse quiver of disappointment Soundwave felt in his spark every time he sensed Megatron's disdain was merely coincidental.

Not until Megatron's frustrations over endless lines of buggy code were beginning to affect his attention during strategy meetings did Soundwave decide to encroach upon the subject.

After a particularly lengthy debriefing where Megatron scantly took any notice of the details on a failed aerial assault on the Autobot base on Quintagon XI, Soundwave had approached Megatron as the other Decepticons swiftly filed out.

'Lord Megatron,'

Megatron's attempt to suppress his thoughts only made them stand out more pronounced, and Soundwave had come to expect the trickle of anger Megatron felt at the idea of being exposed.

'What is it, Soundwave?'

Soundwave had also come to expect the over-compensatory wall of confidence Megatron projected when his bright optics clashed with Soundwave's passive visor, lashing out with the full brunt of his determination and his will to subjugate. Expected or not; Soundwave was hard pressed not to shiver.

'Lord Megatron: encountering difficulties with personal fire-wall root code alterations.'

it was a statement, not a question, and Megatron's optics narrowed, a burst of calculations regarding Soundwave's possible motives instantly running through his processor. Soundwave waited patiently, not for the first time impressed with their leader's astute and penetrating mind.

'Go on,' Megatron rasped, sitting back in his throne, elbows on the armrests and the tips of his servos resting against each other. Megatron was expecting them to bargain, Soundwave knew, but that was not his intention.

'Soundwave: compiled specs of telepathic abilities,' he handed Megatron a datapad including internal cranium analyses, and processor read-outs.

Though it had gone against his better judgement, Soundwave had been forced to approach Hook for some of the scans. Hook acquiesced with a leer, not bothering to offer an excuse for why he strapped down Soundwave's arms. The medic had been needlessly intrusive as he patched himself direct access to Soundwave's processor, extracting and compiling the required data, but Soundwave had ignored all of Hook's jovially scathing words.

'Your type is fascinating! Perhaps, once you've been slagged, Megatron will allow me to keep your head. It will be a delight to reverse engineer these pretty insides.'

Hook would find out soon enough there had been an unfortunate local systems crash which had necessitated a large information dump, wiping the most recent files from the medbay databanks, and leaving them out of commission for at least the next solar cycle. No one had taken any notice of the quiet mech, only recently re-assigned, diligently working on the medbay central control unit.

Soundwave offered Megatron another datapad. 'Additional: suggested root codes. Status: complete. Function: optimal firewall and proxy protection.'

A single optic ridge was raised.

'You wrote the codes yourself?' The incredulity wasn't audible in Megatron's voice, but it didn't have to be.

'Affirmative.'

Calculations again sprang up in Megatron's processor, but were quickly deigned useless in Soundwave's presence, and cancelled. Instead, a single, harsh question: 'Why?'

'Soundwave: most efficiently utilized if trusted by Lord Megatron.'

Using the moment of silence as Megatron searched for a reply, both in speech and in thoughts, Soundwave excused himself and resumed his duties.

Megatron hadn't allowed the codes to be implemented into his systems until he had peered over the calculations endlessly, having Shockwave redo them seven times. It would have been more if Shockwave hadn't suggested Megatron seek out Starscream's council instead - 'If you desire a more _novel _perspective, my lord.' Megatron went to see Hook instead.

The codes worked nearly flawlessly, as Soundwave knew they would, and he was only aware of scraps of Megatron's thoughts and emotions if they were particularly strong, or if his lord was careless with his firewalls. Which was never.

For the first time in his existence, Soundwave could be surprised or confused by another mech's actions, and Megatron became somewhat of an object of fascination for Soundwave. He secretly observed his lord, studiously setting himself to the task of learning to discern his lord's intentions in new ways.

His spirits were dampened somewhat the first time Soundwave erred in his assessment of Megatron's ire, and a fierce backhand sent him sprawling. Regardless, Soundwave was pleased he could apply himself to the Decepticon cause with rising efficiency, and through decennia of war, he proved himself a staunch third lieutenant in Megatron's silent presence.

Well, in some ways silent.

Soundwave's shift had barely started a joor when he heard a familiar scenario nearing the command centre, the sounds even clear through the reinforced, blast-shielded doors. Two voices. One an authoritative rasp, and the other a grating screech.

'It was your cowardly ineptitude that lost us the energon!'

'And it was YOUR failure as a leader to formulate a plan that didn't end up in the Autobots outnumbering us two to one!'

Starscream's righteous anger at continually being denied his self-entitled delusions was a familiar glow of heat wafting through the doors, a passionate fire warming a carefully partitioned part in the back of Soundwave's consciousness.

The ringing slap of metal against metal, and Starscream's subsequent yelp of pain were muffled, but unmistakable. Soundwave strengthened his mental barriers to bar the onslaught of Starscream's emotions. His morbid curiosity at Starscream's contradictory desires had long since turned to antipathy for the illogical cycle of half-affed insubordination, and savage retribution that Starscream resolutely kept spiralling.

A threatening growl crept through the door as Megatron said something too low for Soundwave to hear. Starscream's shrieked answer, though strained, was clearly audible.

'You were the first to turn aft and run when Prime showed up, oh glorious lea-GAH!'

The double doors of the command centre shook ominously as something was slammed into them, hard. Again, Megatron rumbled something inaudible, and Starscream's gasping cries accompanied two resounding strikes.

A moment of silence, and Soundwave sensed a clammy cold replace the earlier heat of Starscream's vexation as coils of icy fear snaked through the Seeker. Then Starscream's voice, high and breathy. 'Y-yes. Yes, leader, I understand.'

There was a gruff response, and what sounded like Starscream sliding to the floor. Soundwave pushed away Starscream's bitter relief, working perfectly composed as the doors slid open and Megatron entered.

Soundwave turned his silent attention to Megatron as his leader stomped by, but resumed his work when Megatron didn't acknowledging him, stalking to his throne.

The command centre lapsed into silence, and Soundwave could almost forget Megatron's presence- if it wouldn't have been foolish to do so- as he updated logs. He relegated his firewall to operate on the lowest setting. They were, after all, in a state of perpetual energy crisis, and it was only Megatron and himself present.

A stab of violent anger made Soundwave's fingers fumble on the control keys. Malicious fury lapped at his spark, a heat so strong it burned freezing in its ferocity. It took a long moment before it subsided, and Soundwave realised the source.

He didn't glance back at Megatron, seated a distance behind him, but a covert sweep of the room with his internal scanners told him that Megatron remained motionless on his throne.

Redirecting extra power to his own firewalls and mental barriers, Soundwave worked quicker, hunching over the console a little to be as inconspicuous as possible. He did not recall the last time his leader's rage had been that palpable, and a nostalgic consternation re-awakened deep within Soundwave.

_One wing came off so easily, tearing at the joint, a spectacular spray of energon eagerly leaping free before settling into a steady gush. Keening howls and garbled pleas glitched into static as the other pliable expanse of sensitive sheet metal was shredded strip by strip._

Soundwave shuttered his optics behind the safety of his visor in an attempt to shake the image of glowing, fresh energon coating his servos, forcibly reminding himself that his own were not that big or that black. He hoped that the slowing of his fingers on the panel wasn't noticeable as he re-prioritised his systems. Syphoning more power to blocking Megatron's unguarded thoughts, he disregarded an internal notification about his rising core temperature.

_His fists impacted with softer metal, the force of the blow travelling up his arm and shoulder, every sensor in its wake thrumming with power. That high voice, so aggravating in regular speech, lost all ability to annoy when it sang at maximum volume with exquisite pain. _

A shudder rattled through Soundwave, but he hoped it to be minute enough for the sound to be lost amongst Soundwave's struggling typing. He tried to remain focused, spotting an error in his time-log computations. Unacceptable.

_'Unacceptable,' he would tell Starscream, scorched lash-marks cross-hatched across the remnants of his wings, 'Treachery. Insubordination. Failure. Incompetence. These things warrant punishment.' _

The surge of violent gratification that Megatron felt at the thought was Soundwave's incentive to try and pull away again, but the newly added lair of pitch black lust stuck to Soundwave's insides, like slowly bubbling tar, making his systems lag, and his spark churn with new feelings. Feelings that were entirely his own.

_Starscream hang back in his bonds with a wordless whimper, spreading himself wider, always avid to display his new-found – and fleeting – obedience after the energon whip. 'So eager,' Megatron growled, stepping closer. _

The lewd images that presented themselves to Soundwave ate at his resolve, yet he continued to try and shield himself, feeling he would be crossing a line to allow himself to see the more lascivious activities of his two commanding officers. Noting he still hadn't corrected the time-log error, Soundwave did so, ignoring the ping of notifications about the considerable loss of efficiency in his torpid limbs. He set to monitoring the radio waves, not wanting to add more mistakes to the records in his distracted state.

Megatron's thoughts still strained against Soundwave's barriers, sounds and images worming their way through. The persistent undercurrent of lust was a constant buzz of static in Soundwave's concentration.

_Starscream threw back his helm with a long-stretched wail, squirming as much as he could, Megatron's command to be silent completely forgotten. 'Please! Please! My- my liege! Please – let me!' _

_Megatron, on the other hand, hadn't forgotten. He smirked, movements becoming rougher. 'No.' _

_The plaintive sob torn from Starscream's vocaliser tipped Megatron into overload, finding release as Starscream continued imploring for his own. _

Soundwave's processor reeled, spark quailing only partly in fear this time, his own desires swelling in the wake of his lord's. He was vaguely aware that he had stopped working, but was unable to summon up any executable commands.

_Starscream begged so freely, streaked in energon, lubricants pooling between his forcibly spread legs, but Thundercracker had a skilled and hankering mouth, always ready to fall to his knees at a moments notice to service his lord. _

_The heedless Skywarp could also be amusing, every now and again, cringing as he belatedly realizes how avaricious it was to wrap his legs around his leader in his passion. _

There was no reprieve to attempt to pull back this time, Soundwave hurtling from one of Megatron's thoughts into the other.

_Hook was casually assertive in their encounters, both in Megatron's pleasure and his own. This had seemed like a nuisance at first, but it turned out that the Constructicon's aptitude for resourcefulness was pervasive in all his endeavours. 'I believe these medical restraints are damaged, Lord Megatron, and I'd like to formally request replacements. Unless, of course, you wish to personally verify their functionality, my lord...?'_

_The formal, clinical Shockwave broke surprisingly easy under Megatron's ministrations, the latter had discovered, be it from pain, pleasure, or both. 'My – lord - !' Thrashing once in the damaging grip that kept him pinned down, Shockwave overloaded with a restrained groan. _

_Then there was Soundwave... Soundwave..._

Megatron's conscious thoughts subsided abruptly, though his lust spiked. In response, Sounwave's spark began to lick the inside of its housing with tongues of energy, faint crackles audible from deep within his chassis.

In the momentary reprieve, Soundwave tried to regain his equilibrium. He realised he was staring at the monitors, unmoving, and raised a shaking servo to reach for a dial.

_Chaining those blue wrists above his head. Or maybe those diligent servos would prove more productive when left to wander. _

Forgetting what he was reaching for mid motion, Soundwave's hand hung awkwardly suspended for a moment. He quickly grabbed the nearest datapad to mask the slip, skimming the content without taking in any of the information. His cooling fans kicked in on much too high a setting to be overlooked as nothing.

_Datapads went flying as Megatron roughly bent him over the communications console, musical whimpers occasionally supplanted subdued gasps as Megatron's touch roamed, conquering freely. _

Soundwave's core temperature spiked, and for a moment he considered coming up with an excuse to leave the command chamber. As if a telepath himself, Megatron's thoughts answered his.

_A black hand closed around a navy coloured throat, the blue hand that had tried to push him away, to flee, crushed in his other black one, the metal superstructure of the appendage crumpling as Soundwave crumpled to his knees. _

The world righted on its axes, the groan of his imaginary double, shifting in key, sounding so true to Soundwave's audials that he flexed his trembling digits to assure they were undamaged.

Megatron's thoughts were his forewarning and, copying the image of the imaginary Soundwave that flashed confusingly through his processor like an illogical mirror, Soundwave didn't move as Megatron rose from his throne, approaching with deliberate footfalls.

_The light of Soundwave's spark, already overfull, was nearly blinding as he offered it to Megatron, still on his knees. _

This time, Soundwave harboured no delusions that the shudder rattling powerfully through his frame was noticed, but his worry for the repercussions was lost in the mad whirling of his spark. The hydraulics operating his chestplate hissed their desire to open.

_Megatron lightly, confidently, dipped his fingers into the swirling orb before him, manipulating the pulsing throb of energy. _

_Soundwave's vocaliser cracked melodiously, and his entire frame quaked as Megatron's fingers coaxed his spark to twirl faster, tendrils of energy folding back in on themselves, sending their currents inward as they failed to complete a connection. Charge upon charge stacked, building to lift Soundwave higher, to the inevitable apex. _

_He tossed his head, body arching to push his chest farther out as Soundwave shook through overload, reverently intoning Megatron's name in a single moan. _

Soundwave didn't register that the moan was droned in two simultaneous voices until he himself fell silent. Mortification stalled his system as he felt Megatron's presence close behind him, even while his spark crackled louder.

'Soundwave,' a delicate ripple of residual anger was present in both Megatron's voice and his thoughts.

The imaginary Soundwave didn't move as he answered, so neither did the real one.

'Lord Megatron,' his acknowledgement didn't sound as steady to his own audials as it should have been, and he didn't dare move with the low whir of Megatron's cooling fans sounding just over his shoulder.

'Were you monitoring my thoughts?'

It was Soundwave's turn to rapidly execute probability calculations, trying to determine the likelihood that Megatron had been unaware of the effect he had on Soundwave. Prospect: very improbable. Soundwave remained silent, grappling for an assuaging response when a new wave of Megatron's anger blanked his active thought queue.

_ANSWER ME!_

It didn't matter that Soundwave's audials detected no sound, that he registered no vibrations in the ozone around him, sweltering with the intensity of his lord's menacing lechery. All that mattered was that the two words were delivered with every ounce of dominating command that Megatron possessed.

Pitch correction failed him and Soundwave's words fluctuated to the higher tone register as he spoke: 'Negative, Lord Megatron.'

Loyal though Soundwave was, he was also a true Decepticon that had served under Megatron for millennia, and he knew the prudence of lying.

The tremors of a long chuckle that ghosted over Soundwave's audials like a caress holding the promise of agony made Soundwave realise his mistakes. Mistakes. Plural.

Starting with Soundwave's laxness in maintaining his mental barriers when around Megatron, and ending with his failure to realize Megatron had given the command to answer in his mind, not aloud, and giving himself away. But most foolish had been Soundwave's misconception that Megatron would, ever, be so careless with his firewall defences.

For a tenuous moment, Megatron allowed Soundwave a glimpse of his _true _emotions. His darkly playful amusement distending towards Soundwave before the barriers were seamlessly slammed back shut, once again leaving Soundwave to guess at Megatron's thoughts.

'Perhaps you need reminding that you shouldn't lie to your leader, Soundwave,' Megatron said lowly, almost purring as he wrapped his hand around the back of Soundwave's head.

Soundwave would have given stellar-cycles worth of energon rations to know what his lord was thinking at that moment.

**Author's note: Thank you so much for reading. **


End file.
